To Maintain. Corporate Existence and Security - shall maintain its corporate existence, shall maintain the security hereby created as valid, effective and perfected security at all times, shall observe and perform all of its obligations under leases, licences and other agreements to which it is a party so as to preserve and protect the Collateral and its value;
To Maintain. (i) At all times a Maximum Leverage Ratio, the ratio of total unsubordinated liabilities to tangible net worth of not greater than 0.80 to 1.0.
(ii) As at each fiscal year-end, a Debt Service Coverage Ratio, the ratio of net profits plus depreciation and amortization to the current portion of long-term debt, (the principal and interest due in respect of long-term debt for the ensuing twelve-month period), of not less than 1.2 to 1.0.
To Maintain. (a) its existence as a limited liability company incorporated in England and Wales;
(b) its good standing under the laws of England and Wales; and
(c) a registered office as required by the laws of England and Wales
(a) To insure and keep the Vessel insured or cause or procure the Vessel to be insured and to be kept insured at no expense to the Mortgagee (or, with regard to the insurance cover described in Clause 6.1.2(a)(iv) below, to reimburse the Mortgagee therefor), in regard to:
(i) all fire and usual marine risks (including increased value, which shall not exceed twenty percent (20%) of the total hull and machinery coverage) on an agreed value basis, which hull and machinery insured value shall be at least 80% of the Fair Market Value of the Vessel in accordance with Section 9.1(v)(iii) of the Loan Agreement;
(ii) war risks on an agreed value basis (including war protection and indemnity liability with a separate limit not less than hull value) covering, inter alia, the perils of confiscation, terrorism, piracy, expropriation, nationalization, seizure and blocking;
(iii) protection and indemnity risks (including pollution risks and including protection and indemnity war risks in excess of the amount for war risks (hull)) to the highest amount available in the market for the full value and tonnage of the ship, as approved in writing by the Security Trustee, and, in case of oil pollution liability risks, at the highest level of cover from time to time available under basic protection and indemnity clubs entry, currently One Billion United States Dollars ($1,000,000,000); and
(iv) Mortgagee's interest including mortgagee's interest additional perils (pollution) risks and, on demand, reimburse the Security Trustee for all premiums, costs and expenses paid or incurred by the Security Trustee from time to time;
(b) with respect to the Vessel, to effect the Insurances aforesaid or to cause or procure the same to be effected:
(i) in the cases of the Insurances referred to in Clauses 6.1.2(a)(i), 6.1.2(a)(ii) and 6.1.2(a)(iv) above and total loss, (A) in such amounts on an agreed value basis as shall be at least equivalent to the higher of (I) the Fair Market Value of the Vessel and (II) One Hundred Twenty percent (120%) of the aggregate outstanding principal amount of the Loan (when aggregated with the insured value of the other Vessels then financed under the Loan Agreement), (B) all such insurance shall be payable in lawful money of the United States of Am...
To Maintain. 7.1 The Lessee must keep and maintain the Premises in good condition and free from hazards. For example (but without limitation), the Lessee must:
7.1.1 keep the Premises clean, tidy and free from rubbish, particularly rubbish generated by the sale of confectionary, such as bubble-gum, and lolly wrappers;
7.1.2 keep the inside and outside of all windows clean;
7.1.3 maintain all of the Lessee's property in good condition so as to prevent any hazard to any person or any deterioration in the condition of the Premises;
7.1.4 repair any damage to the Premises, or the Property, caused by either the Lessee, or its visitors;
7.1.5 repair or replace items in or attached to the Premises which are damaged or worn with items of the same or similar quality to those in use when they were last replaces with the Council’s approval, or if they have not been so replaced, to those in use at the Commencement Date.
7.1.6 look after and keep well watered, pruned and mowed (as the case may be) any trees, grass, shrubs, flowers or other plants on the Premises;
7.1.7 keep all toilet fittings, sinks, drains, pipes and other plumbing clean, in good repair and free from blockages;
7.1.8 ensure that no part of the Premises becomes insanitary;
7.1.9 keep the Premises free from all vermin and pests;
7.1.10 paint any buildings and other improvements on the Premises to the Council's satisfaction, whenever the Council reasonably requires it.
7.2 The Lessee does not have to do any structural works except for:
7.2.1 works on any building or structure erected by the Lessee under Clause 11; or
7.2.2 works needed as a result of a negligent or wrongful act (or failure to act) by the Lessee or its visitors; or
7.2.3 works necessary as a result of, or in order to accommodate, the particular use to which the Premises is being put by the Lessee; or
7.2.4 works needed as a result of any other breach of this Lease by the Lessee.
7.3 However, the Lessee does not have to do anything if the cost of doing it is able to be recovered under a claim against insurance which either the Lessee or Council has taken out under this Lease.
To Maintain. Corporate Existence and Security - shall maintain its corporate existence, shall maintain the security hereby created as valid, effective and perfected security at all times, shall observe and perform all of its obligations under leases, licences and other agreements to which it is a party so as to preserve and protect the Collateral and its value;
(d) Not to Sell - shall not, except for Inventory sold in the ordinary course of business and except as otherwise permitted hereunder, remove, destroy, lease, sell or otherwise dispose or part with possession of any of the Collateral; provided that the Debtor may sell or otherwise dispose of furniture, machinery, equipment, vehicles and accessories which have become worn out or damaged or otherwise unsuitable for their purposes on condition that it shall substitute therefor, subject to the lien hereof and free from prior liens, security interests or encumbrances, property of equal value so that the security hereby constituted shall not thereby be in any way reduced or impaired;
(e) No Other Liens - shall not create, assume or suffer to exist any charge, lien, deemed trust, security interest or encumbrance upon any Collateral ranking or purporting to rank in priority to or pari passu with the security interest created hereunder, other than Permitted Encumbrances. No provision hereof shall be construed as a subordination or postponement of the security interest created hereunder to or in favour of any other charge, lien, security interest or encumbrance, whether or not it is a Permitted Encumbrance;
(f) To Hold Proceeds of Unauthorized Sale in Trust - in the event the Collateral or any part thereof is sold or disposed of prior to the full discharge of this Security Agreement by the Vendors, in any manner not authorized by this Security Agreement, the Debtor shall hold all proceeds of such sale or disposition received by the Debtor as trustee for the Vendors until the Debtor has been fully released from this Security Agreement by the Vendors;
(g) To Insure - shall keep insured the Collateral to its full insurable value or in such amounts as the Vendors may reasonably require against all risks, with insurers approved by the Vendors and will pay all premiums necessary for such purposes as the same shall become due; the proceeds under all policies of insurance are hereby assigned to the Vendors subject to Permitted Encumbrances as further security hereunder and shall be payable to the Vendors as their interest may app...
To Maintain. Corporate Existence - shall preserve and maintain its existence, and its material rights, franchises, licences and privileges in the jurisdiction of its incorporation and shall advise the Holder promptly in writing in advance of any proposed change in its name;
To Maintain. Security - except for the filing of renewal statements and the making of other filings by the Holder as a secured party hereunder, shall take all action and supply the Holder with all information necessary to maintain the Security Interest as a valid and effective security at all times so long as any Obligations Secured are outstanding hereunder;
